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BYLAWS OF ATLAS RESOURCES, INC.
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Exhibit 3(b)
ATLAS RESOURCES, INC.
BY-LAWS
ARTICLE I - OFFICES
1. Registered Office. The registered office of the Corporation
shall be located within the Commonwealth of Pennsylvania, at such place
as the Board of Directors shall, from time to time, determine.
2. Other Offices. The Corporation may also have offices at such
other places as the Board of Directors may from time to time, determine.
ARTICLE II - SHAREHOLDERS' MEETINGS
1. Place of Shareholders' Meetings. Meetings of Shareholders shall
be held at such place within or without the Commonwealth of Pennsylvania
as shall be fixed by the Board of Directors from time to time. If no
such place is fixed by the Board of Directors, meetings of the
Shareholders shall be held at the registered office of the Corporation.
2. Annual Meeting. A meeting of the Shareholders of the Corporation
shall be held in each calendar year, commencing with the year 1980, on
the
at o'clock M., if not a
legal holiday, and if such day is a legal holiday, then such meeting
shall be held on the next business day.
At such annual meeting, there shall be held an election for a Board
of Directors to serve for the ensuing year and until their successors
shall be duly elected.
Unless the Board of Directors shall deem it advisable, financial
reports of the Corporation's business need not be sent to the
Shareholders and need not be presented at the annual meeting. If any
report is deemed advisable by the Board of Directors, such report may
contain such information as the Board of Directors shall determine and
need not be certified by a Certified Public Accountant unless the Board
of Directors shall so direct.
3. Special Meetings. Special meetings of the Shareholders may be
called at any time.
(a) By the President of the Corporation; or
(b) By a majority of the Board of Directors; or
(c) By the holders of not less than one-fifth of all the shares
outstanding and entitled to vote.
Upon the written request of any person entitled to call a special
meeting, which request shall set forth the purpose for which the meeting
is desired, it shall be the duty of the Secretary to give notice of such
meeting to be held at such time, not less than ten (10) nor more than
sixty (60) days after the receipt of such request, as the Secretary may
fix. If the Secretary shall neglect or refuse to give such notice
within ten (10) days after receipt of such request, the person or
persons making such request may do so.
4. Notices of Shareholders' Meetings. Except as otherwise
specifically provided by law, at least five days' written notice shall
be given of the annual meeting and any special meeting of the
Shareholders. Such notices shall be given in the name of the Secretary
or the Assistant Secretary.
5. Quorum. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares entitled to vote shall constitute a
quorum. The Shareholders present at a duly organized meeting can
continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If a
meeting cannot be organized because of the absence of a quorum, those
present may, except as otherwise provided by law, adjourn the meeting to
such time and place as they may determine. In the case of any meeting
for the election of Directors, those Shareholders who attend the second
of such adjourned meetings, although less than a quorum as fixed in this
section, shall nevertheless constitute a quorum for the purpose of
electing Directors.
6. Voting. The officer or agent having charge of the transfer books
of the Corporation shall make, at least five days before any meeting of
Shareholders, a complete list of the Shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list shall be kept on file at
the registered office of the Corporation and shall be subject to
inspection by any Shareholder at any time during usual business hours.
Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Shareholder
during the whole time of the meeting.
At all Shareholders' meetings, Shareholders entitled to vote may
attend and vote either in person or by proxy. All proxies shall be in
writing and shall be filed with the Secretary of the Corporation. No
unrevoked proxy shall be valid after eleven months from the date of
execution, unless a longer time is expressly provided therein; but in no
event shall a proxy, unless coupled with an interest, be valid after
three years after the date of its execution.
Except as otherwise specifically provided by law, all matters coming
before the meeting shall be determined by a vote by shares. Such vote
may be taken by voice unless a Shareholder demands that it be taken by
ballot, in which event the vote shall be taken by written ballot, and
the Judge or Judges of Election or, if none, the Secretary of the
meeting, shall tabulate and certify the results of such vote.
7. Informal Action by Shareholders. Any action which may be taken
at a meeting of the Shareholders may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed
by all of the Shareholders who would be entitled to vote at a meeting
for such purpose and shall be filed with the Secretary of the
Corporation.
ARTICLE III - BOARD OF DIRECTORS
1. Number. The business and affairs of the Corporation shall be
managed by a Board of two Directors.
2. Place of Meeting. Meetings of the Board of Directors may be held
at such place within the Commonwealth of Pennsylvania, or elsewhere, as
a majority of the Directors may from time to time appoint, or as may be
designated in the notice calling the meeting.
3. Regular Meetings. A regular meeting of the Board of Directors
shall be held annually, immediately following the annual meeting of
Shareholders at the place where such meeting of the Shareholders is held
or at such other place, date and hour as a majority of the newly elected
Directors may designate. At such meeting the Board of Directors shall
elect officers of the Corporation. In addition to such regular meeting,
the Board of Directors shall have the power to fix by resolution the
place, date and hour of other regular meetings of the Board.
4. Special Meetings. Special meetings of the Board of Directors
shall be held whenever ordered by the President or by a majority of the
Directors in office.
5. Notices of Meetings of Board of Directors.
(a) Regular Meetings. No notice shall be required to be given
of any regular meeting, unless the same be held at other than the time
or place for holding such meetings as fixed in accordance with Article
III, Paragraph 3 of these By-Laws, in which event one day's notice shall
be given of the time and place of such meeting.
(b) Special Meetings. At least one days notice shall be given
of the time when, place where, and purpose for which any special meeting
of the Board of Directors is to be held.
6. Quorum. A majority of the Directors in office shall be necessary
to constitute a quorum for the transaction of business, and the acts of
a majority of the Directors present at a meeting at which a quorum is
present shall be the acts of the Board of Directors. If there be less
than a quorum present, the majority of those present may adjourn the
meeting from time to time and place to place and shall cause notice of
each such adjourned meeting to be given to all absent Directors.
7. Informal Action by the Board of Directors. If all the Directors
shall severally or collectively consent in writing to any action to be
taken by the Corporation, such action shall be as valid corporate action
as though it had been authorized at a meeting of the Board of Directors.
8. Powers.
(a) General Powers. The Board of Directors shall have all the
power and authority granted by law to the Board, including all powers
necessary or appropriate to the management of the business and affairs
of the Corporation.
(b) Specific Powers. Without limiting the general powers
conferred by the last preceding clause and the powers conferred by the
Articles and By-Laws of the Corporation, it is hereby expressly declared
that the Board of Directors shall have the following powers:
(1) To confer upon any officer or officers of the Corporation,
the power to choose, remove or suspend assistant officers, agents or
servants.
(2) To appoint any person, firm or corporation to accept and
hold in trust for the Corporation any property belonging to the
Corporation, or in which it is interested, and to authorize any such
person, firm or corporation to execute any documents and perform any
duties that may be requisite in relation to any such trust.
(3) To appoint a person or persons to vote shares of another
corporation held and owned by the Corporation.
(4) By resolution adopted by a majority of the whole Board of
Directors, to delegate two or more of its number to constitute an
executive committee which, to the extent provided in such resolution,
shall have and exercise the authority of the Board of Directors in the
management of the business of the corporation.
(5) To fix the place, time and purpose of meetings of
Shareholders.
(6) To determine who shall be authorized on the Corporation's
behalf to sign bills, notes, receipts, acceptances, endorsements,
checks, releases, contracts and documents.
9. Compensation of Directors. Compensation of Directors, if any,
shall be as determined from time to time by resolution of the Board of
Directors.
10. Removal of Directors by Shareholders. The entire Board of
Directors or any individual Director may be removed from office without
assigning any cause by a majority vote of the holders of the outstanding
shares entitled to vote at an election of Directors. In case the Board
of Directors or any one or more Directors be so removed, new Directors
may be elected at the same time. Unless the entire Board of Directors
be removed, no individual Director shall be removed in case the votes of
a sufficient number of shares are cast against the resolution for his
removal which, if voted at an election of the full Board of Directors,
would be sufficient to elect one or more Directors.
11. Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, shall
be filled by a majority of the remaining members of the Board of
Directors through less than a quorum, and each person so elected shall
be a Director until his successor is elected by the Shareholders, who
may make such election at the next annual meeting of the Shareholders or
at any special meeting duly called for that purpose and held prior
thereto.
ARTICLE IV - OFFICERS
1. Election and Office. The Corporation shall have a President, a
Secretary and a Treasurer, who shall be elected by the Board of
Directors. The Board of Directors may elect as additional officers, a
Chairman of the Board of Directors, one or more Vice-Presidents, and one
or more assistant officers. Any two or more offices may be held by the
same person.
2. Term. The President, the Secretary and the Treasurer shall each
serve for a term of one year and until their respective successors are
duly elected and qualified, unless removed from office by the Board of
Directors during their respective tenures. The term of office of any
other officer shall be as specified by the Board of Directors.
3. Powers and Duties of the President. Unless otherwise determined
by the Board of Directors, the President shall have the usual duties of
an executive officer with general supervision over and direction of the
affairs of the Corporation. In the exercise of these duties and subject
to the limitations of the laws of the Commonwealth of Pennsylvania,
these By-Laws, and the actions of the Board of Directors, he may
appoint, suspend and discharge employees and agents, shall preside at
all meetings of the Shareholders at which he shall be present, and
unless there is a Chairman of the Board of Directors, shall preside at
all meetings of the Board of Directors and shall be a member of all
committees. He shall also do and perform such other duties as from time
to time may be assigned to him by the Board of Directors.
Unless otherwise determined by the Board of Directors, the President
shall have full power and authority on behalf of the Corporation, to
attend and to act and to vote at any meeting of the Shareholders of any
corporation in which the Corporation may hold stock, and, at any such
meeting, shall possess and may exercise any and all the rights and
powers incident to the ownership of such stock and which, as the owner
thereof, the Corporation might have possessed and exercised.
4. Powers and Duties of the Secretary. Unless otherwise determined
by the Board of Directors, the Secretary shall keep the minutes of all
meetings of the Board of Directors, Shareholders and all committees, in
books provided for that purpose, and shall attend to the giving and
serving of all notices for the Corporation. He shall have charge of the
corporate seal, the stock certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors may
direct. He shall perform all other duties ordinarily incident to the
office of Secretary and shall have such other powers and perform such
other duties as may be assigned to him by the Board of Directors.
5. Powers and Duties of the Treasurer. Unless otherwise determined
by the Board of Directors, the Treasurer shall have charge of all the
funds and securities of the Corporation which may come into his hands.
When necessary or proper, unless otherwise ordered by the Board of
Directors, he shall endorse for collection on behalf of the Corporation,
checks, notes and other obligations, and shall deposit the same to the
credit of the Corporation in such banks or depositories as the Board of
Directors may designate and shall sign all receipts and vouchers for
payments made to the Corporation. He shall enter regularly, in books of
the Corporation to be kept by him for the purpose, full and accurate
account of all moneys received and paid by him on account of the
Corporation. Whenever required by the Board of Directors, he shall
render a statement of the financial condition of the Corporation. He
shall at all reasonable times exhibit his books and accounts to any
Director of the Corporation, upon application at the office of the
Corporation during business hours. He shall have such other powers and
shall perform such other duties as may be assigned to him from time to
time by the Board of Directors. He shall give such bond, if any, for
the faithful performance of his duties as shall be required by the Board
of Directors and any such bond shall remain in the custody of the
President.
6. Powers and Duties of the Chairman of the Board of Directors.
Unless otherwise determined by the Board of Directors, the Chairman of
the Board of Directors, if any, shall preside at all meetings of
Directors and shall serve ex officio as a member of every committee of
the Board of Directors. He shall have such other powers and perform
such further duties as may be assigned to him by the Board of Directors.
7. Powers and Duties of Vice-Presidents and Assistant Officers.
Unless otherwise determined by the Board of Directors, each Vice-
President and each assistant officer shall have the powers and perform
the duties of his respective superior officer. Vice-Presidents and
Assistant officers shall have such rank as shall be designated by the
Board of Directors and each, in the order of rank, shall act for such
superior officer in his absence or upon his disability or when so
directed by such superior officer or by the Board of Directors. The
President shall be the superior officer of the Vice-Presidents. The
Treasurer and Secretary shall be the superior officers of the Assistant
Treasurers and Assistant Secretaries, respectively.
8. Delegation of Office. The Board of Directors may delegate the
powers or duties of any officer of the Corporation to any other officer
or to any Director from time to time.
9. Vacancies. The Board of Directors shall have the power to fill
any vacancies in any office occurring from whatever reason.
ARTICLE V - CAPITAL STOCK
1. Share Certificates. Every share certificate shall be signed by
the President or a Vice-President and by the Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary and sealed with the
corporate seal, which may be a facsimile, engraved or printed, but where
such certificate is signed by a transfer agent or by a transfer clerk
and a registrar, the signature of any corporate officer upon such
certificate may be a facsimile, engraved or printed.
2. Transfer of Shares. Transfers of shares shall be made on the
books of the Corporation only upon surrender of the share certificate,
duly endorsed and otherwise in proper form for transfer, which
certificate shall be cancelled at the time of the transfer.
3. Determination of Shareholders of Record and Closing Transfer
Books. The Board of Directors may fix a time, not more than fifty days
prior to the date of any meeting of Shareholders, or the date fixed for
the payment of any divided or distribution, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of shares will be made or go into effect, as a record date for
the determination of the Shareholders entitled to notice of or to vote
at any such meeting, or entitled to receive payment of any such dividend
or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or
exchange of shares or otherwise. In such case, only such Shareholders
as shall be Shareholders of record on the date so fixed shall be
entitled to notice of or to vote at such meeting, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise
such rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after any record date fixed as
aforesaid. The Board of Directors may close the books of the
Corporation against transfers of shares during the whole or any part of
such period, and in such case written or printed notice thereof shall be
mailed at least ten (10) days before the closing thereof to each
Shareholder of record at the address appearing on the records of the
Corporation or supplied by him to the Corporation for the purpose of
notice. While the stock transfer books of the Corporation are closed,
no transfer of shares hall be made thereon. Unless a record date is
fixed by the Board of Directors for the determination of Shareholders
entitled to receive notice of or vote at, a Shareholders' Meeting,
transferees of shares which are transferred on the books of the
corporation within ten (10) days next preceding the date of such meeting
shall not be entitled to notice of or to vote at such meeting. The
Corporation may treat the registered owner of each share of stock as the
person exclusively entitled to vote, to receive notifications and
otherwise, to exercise all the rights and powers of the owner thereof.
4. Lost Share Certificates. Unless waived in whole or in part by
the Board of Directors from time to time, any person requesting the
issuance of a new certificate in lieu of an alleged lost, destroyed,
mislaid or wrongfully taken certificate, shall (1) make an affidavit or
affirmation of the facts and circumstances surrounding the same; (2)
advertise such facts to the extent and in such manner as the Board of
Directors may require; (3) give the Corporation a bond of indemnity in
form, and with one or more sureties satisfactory to the Board, in an
amount to be determined by the Board, whereupon the proper officers may
issue a new certificate.
ARTICLE VI - NOTICES
1. Contents of Notice. Whenever any notice of a meeting is required
to be given pursuant to these By-Laws or the Articles, or otherwise, the
notice shall specify the place, day and hour of the meeting and, in the
case of a special meeting or where otherwise required by law, the
general nature of the business to be transacted at such meeting.
2. Method of Notice. All notices shall be given to each person
entitled thereto, either personally or be sending a copy thereof through
the mail or by telegraph, charges prepaid, to his address appearing on
the books of the Corporation, or supplied by him to the Corporation for
the purpose of notice. If notice is sent by mail or telegraph, it shall
be deemed to have been given to the person entitled thereto when
deposited in the United States Mail or with the telegraph office for
transmission. If no address for a Shareholder appears on the books of
the Corporation and such Shareholder has not supplied the Corporation
with an address for the purpose of notice, notice deposited in the
United States Mail addressed to such shareholder, care of General
Delivery in the City in which the Registered Office of the Corporation
is located, shall be sufficient.
3. Waiver of Notice. Whenever any written notice is required to be
given by the Articles or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the
giving of such notice. Except in the case of a special meeting, neither
the business to be transacted at nor the purpose of the meeting need be
specified in the waiver of notice of such meeting.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.
1. Each Director and each officer and former Directors or officers,
and any person who may have served, at its request, as a Director or
officer of another corporation in which is owns shares of capital stock
or of which it is a creditor, shall be indemnified by the Corporation
against expenses actually and necessarily incurred by them in connection
with the defense of any action, suit or proceeding in which they, or any
of them are made parties or a party by reason of being or having been
directors or officers or a Director or officer of the Corporation or of
such other corporation, except in relations to matters as to which any
such Director or officer or former Director or officer or person shall
be adjudged, in such action, suit, or proceeding, to be liable for
negligence or misconduct in the performance of duty. Such
indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any By-Law, Agreement,
vote of Shareholders, or otherwise.
ARTICLE VIII - FISCAL YEAR
1. The Board of Directors shall have the power by resolution to fix
the fiscal year of the Corporation. If the Board of Directors shall
fail to do so, the President shall fix the fiscal year.
ARTICLE IX - AMENDMENTS
1. The Shareholders entitled to vote thereon shall have the power to
alter, amend or repeal these By-Laws, by a majority of those voting, at
any regular or special meeting, duly convened after notice to the
Shareholders of such purpose. The Board of Directors, by a majority
vote of those voting, shall have the power to alter, amend and repeal
these By-Laws, at any regular or special meeting duly convened after
notice of such purpose, subject always to the power of the Shareholders
to change such action.